Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068)
Independent director system
Chapter I General Provisions
Article 1 in order to promote the standardized operation of Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) (hereinafter referred to as the “company”), safeguard the overall interests of the company and protect the legitimate rights and interests of all shareholders, especially small and medium-sized shareholders, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the rules for independent directors of listed companies and the Listing Rules of gem shares of Shenzhen Stock Exchange This working system is formulated in accordance with the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other relevant laws, regulations, normative documents and the provisions of Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) articles of Association (hereinafter referred to as the “articles of association”).
Article 2 an independent director refers to a director who does not hold any position other than a director in the company and has no relationship with the company and its major shareholders and may hinder his objective and independent judgment.
Article 3 independent directors shall have the obligation of good faith and diligence to the company and all shareholders, safeguard the overall interests of the company, and pay special attention to the legitimate rights and interests of small and medium-sized shareholders, and shall not be affected by the main shareholders, actual controllers or other units and individuals with interests in the company. If it is found that the matters under consideration affect its independence, it shall declare to the company and withdraw.
If an independent director has any situation that obviously affects his independence during his term of office, he shall notify the company in time and submit his resignation if necessary.
Article 4 in principle, the independent directors appointed by the company can concurrently serve as independent directors in up to five listed companies, and ensure that they have enough time and energy to effectively perform the duties of independent directors.
In addition to attending the meeting of the board of directors, the independent directors shall ensure to arrange a reasonable time to conduct on-site investigation on the construction and implementation of the company’s production and operation status, management and internal control systems, and the implementation of the resolutions of the board of directors. If any abnormality is found in the on-site inspection, it shall be reported to the board of directors of the company and Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”).
Article 5 the board of directors of the company shall include at least one-third of the independent directors. Independent directors shall be legal, accounting or persons with knowledge and experience related to the business of the company, at least one of whom is an accounting professional. The term “accounting professionals” as mentioned in this article refers to those who have rich professional knowledge and experience in accounting and have professional qualifications such as the qualification of certified public accountant, senior accountant or the title of associate professor of accounting or above.
Article 6 If an independent director does not meet the conditions for independence or is not suitable to play the duties of an independent director, the company may terminate the appointment of the independent director.
If the number of independent directors of the company does not meet the number specified in the articles of association, the company shall make up for the number of independent directors in accordance with the provisions.
Chapter II Conditions of appointment of independent directors
Article 7 an independent director of the company shall meet the following basic conditions:;
(I) be qualified to serve as a director of the company in accordance with the company law and other laws, administrative regulations and other relevant provisions;
(II) have the independence required by relevant regulations;
(III) have basic knowledge of the operation of listed companies and be familiar with relevant laws, administrative regulations, rules and rules;
(IV) have more than five years of working experience in law, economics, finance, management or other necessary work experience for performing the duties of independent directors;
(V) other conditions stipulated in the articles of association.
Chapter III independence of independent directors
Article 8 the following persons shall not serve as independent directors of the company:
(I) employees in the company or other affiliated enterprises and their immediate family members and members with major social relations (immediate family members refer to spouses, parents, children, etc.; major social relations refer to brothers and sisters, parents in law, daughter-in-law and son-in-law, spouses of brothers and sisters, brothers and sisters of spouses, etc.);
(II) natural person shareholders and their immediate family members who directly or indirectly hold more than 1% of the issued shares of the company or are among the top ten shareholders of the company;
(III) persons who work in shareholder units that directly or indirectly hold more than 5% of the issued shares of the company or in the top five shareholder units of the company and their immediate family members;
(IV) persons who hold posts in the company’s controlling shareholders, actual controllers and their affiliated enterprises and their immediate family members;
(V) personnel providing financial, legal, consulting and other services for the company and its controlling shareholders or their respective subsidiaries, including but not limited to all personnel of the project team of the intermediary providing services, reviewers at all levels, personnel signing the report, partners and main principals;
(VI) work in units with significant business dealings with the company and its controlling shareholders, actual controllers or their respective subsidiaries, or work in units with controlling shareholders with significant business dealings;
(VII) personnel who have been in one of the situations listed in the preceding six items in the last 12 months;
(VIII) other personnel who are determined by Shenzhen Stock Exchange to have no independence.
Chapter IV nomination, election, replacement and appointment of independent directors
Article 9 the board of directors, the board of supervisors and shareholders who individually or jointly hold more than 1% of the issued shares of the company may propose candidates for independent directors, which shall be elected and decided by the general meeting of shareholders. The company shall not submit a candidate for independent director who raises an objection from the CSRC or the Shenzhen Stock Exchange to the general meeting of shareholders for election as an independent director.
Article 10 the nominee of an independent director shall obtain the consent of the nominee before nomination.
Article 11 the nominee shall fully understand the nominee’s occupation, educational background, professional title, detailed work experience and all part-time jobs, and express his opinions on his qualification and independence as an independent director. The nominee shall make a public statement that there is no relationship between himself and the listed company that affects his independent and objective judgment.
Article 12 The term of office of independent directors is the same as that of other directors of the company. Upon expiration of the term of office, they can be re elected, but the term of re-election shall not exceed six years.
Article 13 If an independent director fails to attend the meeting of the board of directors in person for three consecutive times, the board of directors shall request the general meeting of shareholders of the company to replace him. Before the expiration of the term of office of an independent director, the company may remove him through legal procedures. In case of early dismissal, the company shall disclose it as a special disclosure
Article 14 an independent director may resign before the expiration of his term of office. When an independent director resigns, he shall submit a written resignation report to the board of directors to explain any situation related to his resignation or that he deems necessary to attract the attention of shareholders and creditors of the company.
If the number or proportion of independent directors in the board of directors of the company is lower than the minimum requirements specified in the articles of association due to the resignation of independent directors, the resignation report of the independent director shall take effect after the next independent director fills the vacancy.
Chapter V responsibilities of independent directors
Article 15 in addition to the functions and powers conferred by laws, regulations, normative documents and the articles of association, independent directors of the company shall enjoy the following special functions and powers:
(I) related party transactions that need to be submitted to the general meeting of shareholders for deliberation shall be submitted to the board of directors for discussion after being approved by independent directors.
Before making a judgment, independent directors can hire an intermediary to issue a special report;
(II) propose to the board of directors to employ or dismiss the accounting firm;
(III) propose to the board of directors to convene an extraordinary general meeting of shareholders;
(IV) solicit the opinions of minority shareholders, put forward profit distribution proposals and directly submit them to the board of directors for deliberation; (V) propose to convene the board of directors;
(VI) publicly solicit voting rights from shareholders before the general meeting of shareholders;
(VII) independently employ external audit institutions and consulting institutions.
Independent directors shall obtain the consent of more than half of all independent directors when exercising the functions and powers specified in paragraphs 1 to 6 of the preceding paragraph; The exercise of the functions and powers in Item 7 of the preceding paragraph shall be subject to the consent of all independent directors.
Items 1 and 2 of paragraph 1 shall be approved by more than half of the independent directors before being submitted to the board of directors for discussion.
If the above proposal is not adopted or the above functions and powers cannot be normally exercised, the company shall disclose the relevant information.
Chapter VI independent opinions, public statements and work reports of independent directors
Article 16 in addition to performing the above duties, independent directors shall express independent opinions to the board of directors or the general meeting of shareholders on the following matters:
(I) nomination, appointment and removal of directors;
(II) appointing and dismissing senior managers;
(III) remuneration of directors and senior managers of the company;
(IV) employment and dismissal of accounting firms;
(V) changes in accounting policies, accounting estimates or corrections of major accounting errors due to reasons other than changes in accounting standards;
(VI) the company’s financial and accounting reports and internal control are issued with non-standard unqualified audit opinions by accounting firms;
(VII) internal control evaluation report;
(VIII) scheme for the relevant parties to change their commitments;
(IX) the impact of the issuance of preferred shares on the rights and interests of various shareholders of the company;
(x) formulation, adjustment, decision-making procedures, implementation and information disclosure of the company’s cash dividend policy, and whether the profit distribution policy damages the legitimate rights and interests of small and medium-sized investors;
（11） Related party transactions, external guarantees (excluding guarantees for subsidiaries within the scope of the consolidated statements), entrusted financial management, external financial assistance, matters related to the use of raised funds, the company’s independent change of accounting policies, investment in stocks and their derivatives and other major matters that need to be disclosed;
（12） Major asset restructuring plan, management acquisition, equity incentive plan, employee stock ownership plan, share repurchase plan and debt repayment plan of related parties of the company;
（13） The company plans to decide that its shares will no longer be traded on the Shenzhen Stock Exchange;
（14） Matters that independent directors believe may damage the legitimate rights and interests of minority shareholders;
（15） Other matters stipulated in relevant laws, administrative regulations, departmental rules, normative documents, business rules of Shenzhen Stock Exchange and the articles of association.
The types of independent opinions expressed by independent directors include consent, reservation and its reasons, objection and its reasons, inability to express opinions and its obstacles, and the opinions expressed shall be clear and clear.
Article 17 the independent opinions issued by independent directors on major matters shall at least include the following contents:
(I) basic information of major events;
(II) the basis for expressing opinions, including the procedures performed, verification documents, contents of on-site inspection, etc;
(III) legality and compliance of major matters;
(IV) the impact on the rights and interests of listed companies and minority shareholders, possible risks and whether the measures taken by the company are effective;
(V) concluding observations. In case of reservations, objections or inability to express opinions on major matters, the relevant independent directors shall clearly explain the reasons.
The independent directors shall sign and confirm the independent opinions issued, and timely report the above opinions to the board of directors, which shall be disclosed together with the relevant announcements of the company.
Article 18 when the independent director finds that the company has the following circumstances, he shall actively perform the obligation of due diligence and report to Shenzhen Stock Exchange in time. If necessary, he shall employ an intermediary to conduct special investigation:
(I) important matters are not submitted to the board of directors or the general meeting of shareholders for deliberation as required;
(II) failing to perform the obligation of information disclosure in time;
(III) there are false records, misleading statements or major omissions in the information disclosure;
(IV) other situations suspected of violating laws and regulations or damaging the legitimate rights and interests of minority shareholders.
Article 19 in case of any of the following circumstances, the independent directors shall report to the CSRC, the Shenzhen Stock Exchange and the dispatched office of the CSRC where the company is located:
(I) being dismissed by the company, and I think the reason for dismissal is improper;
(II) the independent director resigns due to the company’s situation that hinders the independent director from exercising his functions and powers according to law;
(III) the meeting materials of the board of directors are insufficient, and the written request of two or more independent directors to postpone the meeting of the board of directors or postpone the consideration of relevant matters has not been adopted;
(IV) the board of directors fails to take effective measures after reporting the suspected illegal acts of the company or its directors, supervisors and senior managers to the board of directors;
(V) other circumstances that seriously hinder independent directors from performing their duties.
If an independent director makes a public statement in response to the above circumstances, he shall report to the Shenzhen Stock Exchange before disclosure, and make an announcement on the media designated by the CSRC after being reviewed by the Shenzhen Stock Exchange.
Article 20 independent directors shall submit and disclose their work report to the annual general meeting of shareholders of the company. The work report shall include the following contents:
(I) ways, times and voting of attending the board of directors throughout the year, and times of attending the general meeting of shareholders as nonvoting delegates;
(II) the situation of expressing independent opinions;
(III) on site inspection;
(IV) proposing to convene the board of directors, proposing to hire or dismiss accounting firms, and independently hiring external audit institutions and consulting institutions;
(V) other work done to protect the legitimate rights and interests of minority shareholders.
Chapter VII necessary conditions provided by the company for independent directors
Article 21 in order to ensure the effective exercise of functions and powers by independent directors, the company shall ensure that independent directors enjoy the same right to know as other directors. For any matter that needs to be decided by the board of directors, the company must notify the independent directors in advance according to the legal time and provide sufficient and sufficient materials at the same time. If the independent directors think the materials provided are insufficient, they can request supplement, and the company shall supplement them.
When two or more independent directors consider that the information is insufficient or the argument is unclear, they may jointly submit a written proposal to the board of directors to postpone the convening of the meeting of the board of directors or postpone the deliberation of the matter, which shall be adopted by the board of directors. Article 22 the information provided by the company to the independent directors shall be kept by the company and the independent directors for at least five years.
Article 23 the company shall provide necessary working conditions for independent directors to perform their duties. The Secretary of the board of directors of the company shall assist the independent directors in performing their duties. If the independent opinions, proposals and written explanations issued by independent directors should be announced, the Secretary of the board of directors shall timely handle the announcement to the Shenzhen Stock Exchange.
Article 24 when independent directors exercise their functions and powers, the company shall
